Exhibit 10.2
Dan R. Carmichael
OHIO CASUALTY CORPORATION
2005 INCENTIVE PLAN
EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
FOR DAN R. CARMICHAEL
This Award Agreement describes the type of Award that you have been granted
under the Ohio Casualty Corporation 2005 Incentive Plan ("Plan") and the
terms and conditions that must be met before you may realize the value
associated with your Award. To fully understand these terms and
conditions, you should:
- Read this Award Agreement carefully along with the Plan and the Plan's
prospectus.
- Contact Debra Crane at 513-603-2213 if you have any questions about
your Award.
Also, you must sign both copies of this Award Agreement as the "Grantee",
keeping one (1) copy for your file and returning one (1) copy to
Shareholder Relations in the enclosed self addressed envelope no later than
December 15, 2005. After Ohio Casualty receives your signed Award
Agreement, you will receive an acknowledgement of receipt of the same.
Section 409A of the Internal Revenue Code ("Section 409A") imposes
substantial penalties on persons who receive some forms of deferred
compensation (see the Plan's prospectus for more information about these
penalties). Your Award has been designed to avoid these penalties.
However, because the Internal Revenue Service has not yet issued final
rules fully defining the effect of Section 409A, it is possible that your
Award and the Award Agreement must be revised after the IRS issues these
final rules. As a condition of accepting this Award, you must agree to
accept those revisions, without any further consideration, even if those
revisions change the terms of your Award and reduce its value or potential
value.
Thank you for your commitment to the Company.
DESCRIPTION OF YOUR RESTRICTED STOCK
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Your Award Consists of Restricted Stock
As provided in your employment agreement dated December 1, 2005
("Employment Agreement"), you have been awarded Restricted Stock under
the Plan. Restricted Stock are shares of Company common stock that
you will receive if the restrictions and conditions described below
are met.
Grant Date
Your Restricted Stock was issued on December 1, 2005. This is the
date your shares of Restricted Stock were granted.
Award
You have been granted 75,000 shares of Restricted Stock. If all the
restrictions and conditions described below are met, these shares of
Restricted Stock will be distributed to you.
Restriction Period
The restriction period for your shares will expire on December 1,
2010, five years after the Grant Date. This is the date on which you
normally will be entitled to receive the shares of Restricted Stock as
long as all of the additional restrictions and conditions described
below are met.
Additional Restrictions
This Award is made in the expectation that you will prepare for the Board's
approval the Transition Plan defined in your Employment Agreement Section
2.01[2], no later than December 1, 2008 and will fully cooperate in the
implementation of that Transition Plan during the remainder of the term of
your Employment Agreement.
You must be an employee of Ohio Casualty at the end of the Restriction
Period (i.e., December 1, 2010), subject to the terms and conditions
described in the "General Terms and Conditions" section of this Award
Agreement.
There also are some special situations in which all restrictions will be
removed from your Restricted Stock and the stock will be distributed to
you. These are described later in this Award Agreement.
YOUR RIGHTS BEFORE THE END OF THE RESTRICTION PERIOD
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Until the restrictions and conditions described above are met, the
Restricted Stock certificates will be held by the Company. You will be
entitled to any dividends declared on your Restricted Stock during the
Restriction Period. You may also vote your Restricted Shares before all
the terms and conditions described above are met. This is the case whether
or not your shares of Restricted Stock are distributed to you before the
Restriction Period ends.
TAX TREATMENT OF YOUR RESTRICTED STOCK
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The federal tax rules that affect your Restricted Stock are described in
the Plan's prospectus which you should read carefully.
You also should consult with a tax or financial advisor to fully understand
the tax ramifications of your Award.
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GENERAL TERMS AND CONDITIONS
----------------------------
1.00 Conduct Leading to Forfeiture of Unmatured Restricted Stock Awards:
You will forfeit any Restricted Stock granted if, at any time before
the Restriction Period ends, you:
- Agree to or actually serve in any capacity for a business or entity
that competes with the Company or any Subsidiary (as defined in the
Plan) or provides services to an entity that competes with the
Company or any Subsidiary;
- Refuse or fail to consult with, supply information to, or otherwise
cooperate with the Company after having been requested to do so;
- Deliberately engage in any action that the Company decides has caused
or is likely to cause substantial harm to its interests or the
interests of any Subsidiary; or
- Are involuntarily terminated for "cause" as defined in your Employment
Agreement.
2.00 Effect of Terminating Employment: Subject to the Section 1.00, the
effect of a termination of employment is illustrated in the following
table:
If your employment terminates because of . . . Your restricted stock
will be . .
- -----------------------------------------------------------------------------
You die Fully vested
- -----------------------------------------------------------------------------
You become disabled (as defined in the Plan) Fully vested
- -----------------------------------------------------------------------------
You terminate voluntarily for "good reason" Fully vested
(as defined in your employment agreement
dated December 1, 2005)
- -----------------------------------------------------------------------------
You terminate voluntarily for reasons other Forfeited
than "good reason" (as defined in your
employment agreement dated December 1, 2005)
or that agreement expires without renewal
- -----------------------------------------------------------------------------
You are involuntarily terminated by the Company Forfeited
for "cause" (as defined in your employment
agreement dated December 1, 2005)
- -----------------------------------------------------------------------------
You are involuntarily terminated by the Company Fully vested
for reasons other than "cause" (as defined in
your employment agreement dated December 1, 2005)
- -----------------------------------------------------------------------------
3.00 Buy Out of Awards by Company: The Company may decide at any time to
buy out your Restricted Stock Award. This may happen without your
consent and at any time. If the Company decides to buy out your
Restricted Stock Award, it will pay you the fair market value of the
Award. No payment will be made with respect to any Award that is not
vested when cancelled under this section.
4.00 Acceleration of Vesting: All Awards will be fully vested if there is
a Business Combination (as defined in the Plan) or a "change in
control" as defined in your Employment Agreement or if the Company, in
its sole discretion, concludes that you have successfully implemented
the "Transition Plan" defined in your employment
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agreement dated December 1, 2005. If either happens, all restrictions
placed on your Restricted Stock Award will lapse as of the date of the
Business Combination or as of the date the Company concludes that the
Transition Plan has been successfully implemented.
5.00 Beneficiary Designation: You may name a Beneficiary or Beneficiaries
to receive or to exercise any vested Award that is unpaid or
unexercised when you die. This may be done only on the attached
Beneficiary Designation Form and by the following the rules described
in that form. This form need not be completed now and is not required
as a condition of receiving your Award. If you die without completing
a Beneficiary Designation Form or if you do not complete that form
correctly, your Beneficiary will be your surviving spouse, or if you
do not have a surviving spouse, your estate.
6.00 Transferring your Restricted Stock: Restricted Stock may not be sold,
pledged, assigned or otherwise alienated or hypothecated until the end
of the applicable Restriction Period. All shares of Restricted Stock
will be held by the Company during the Restriction Period. However,
you may complete a Beneficiary Designation Form to name the person who
may receive your shares of Restricted Stock if you die before the
Restriction Period is over (see section titled "Beneficiary
Designation" above). The Company may allow you to transfer your
award to certain Permissible Transferees (as defined in the Plan).
Contact Shareholder Relations at (513) 603-2175 if you are interested
in doing this.
7.00 Restrictions on Transfers of Stock: The Company may impose
restrictions on any shares of Company stock you acquire from the
Company, including restrictions related to applicable securities laws
and the rules of any national securities exchange or system on which
Company stock is listed or traded.
8.00 Section 16 of the Act: You are responsible for ensuring that all
requirements of Section 16 are met, including the holding of
securities purchased under this Award Agreement for a minimum of six
months before disposition.
9.00 Tax Withholding: We are required to withhold federal, state and local
income, employment and wage taxes on the value of your Restricted
Stock as, when and if restrictions lapse. We will withhold this
amount from other amounts due to you or, if there are no other amounts
due to you, by withholding a number of shares of Restricted Stock with
a value equal to the taxes that must be withheld.
10.00 Governing Law: This Award Agreement will be construed in
accordance with and governed by the laws (other than laws governing
conflicts of laws) of the United States and of the State of Ohio.
11.00 Other Agreements: Your Award will also be subject to the terms
of any other agreements between you and the Company in effect on the
Grant Date, including your Employment Agreement and your separate
change in control agreement dated December 1, 2005.
12.00 Adjustments to Awards: Your Award will be adjusted, if
appropriate, to reflect any change to the Company's capital structure
(e.g., a stock split).
13.00 Other Rules: Your Restricted Stock Award is also subject to more
rules described in the Plan and in the Plan's prospectus. You should
read both of these documents carefully to ensure you fully understand
all the terms and conditions of this Award.
14.00 Conflict: In the event of conflict between the terms of this
Award Agreement and the Plan, the terms of the Plan govern.
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Please sign this Award Agreement and return it to Shareholder Relations no
later than December 15, 2005. By signing this Award Agreement you
acknowledge that this Award is granted under and is subject to the terms
and conditions described above and in the Ohio Casualty Corporation 2005
Incentive Plan.
GRANTEE OHIO CASUALTY CORPORATION
- ---------------------------- ----------------------------------------
Dan R. Carmichael Stanley N. Pontius, Lead Director
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933
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RESTRICTED STOCK AWARD AGREEMENT
GRANTED TO DAN R. CARMICHAEL ON DECEMBER 1, 2005
ACKNOWLEDGEMENT OF RECEIPT
A signed copy of this Award Agreement was received on .
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By:
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Shareholder Relations Department Representative
Date:
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Note: Send a copy of this completed form to the participant and keep a
copy as part of the Plan's permanent records.
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